Contracts and Intellectual Property
Contracts
Drafting, review and negotiation of the instruments that document the operation.
A contract is read closely twice: when it is signed and when something goes wrong. The distance between those two readings determines whether the document protects the party that drafted it. Work in this area treats the contract as an instrument for allocating risk, not as a closing formality.
Situations the area handles
- Significant transaction documented by a generic template or an exchange of messages.
- Termination, penalty or price adjustment clause that does not match what was agreed.
- Standard-form contract imposed by a counterparty with greater bargaining power.
- Default with no contractual remedy or security provided for.
- Continuing service arrangement with no defined scope or service level.
- International contract with no governing law or forum defined.
What the work produces
- Drafting of supply, services, distribution, agency and lease agreements.
- Critical review of the counterparty's draft, with negotiation points ranked by priority.
- Standardization of the company's recurring contracts.
- Confidentiality, non-compete, limitation of liability and dispute resolution clauses.
- Default notices, rescission instruments and termination agreements.
When to seek it
Before signature. After it, the discussion is no longer about the text one wants; it is about the text that exists.
Talk about contracts
Describe the transaction and the stage it is at. The reply indicates what needs to be verified before the decision.